SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 22, 2000
MEDIQ Incorporated
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(Exact name of registrant as specified in its charter)
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Delaware 1-8147 51-0219413
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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One MEDIQ Plaza
Pennsauken, New Jersey 08110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 662-3200
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Not Applicable
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(Former name or former address, if changed since last report)
Exhibit Index on page 4
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Item 5. Other Events.
MEDIQ Incorporated will not file its quarterly report for its fiscal
quarter ending March 31, 2000, on its May 22nd deadline for making such filing.
The facts and circumstances giving rise to such event are described in the
statement of MEDIQ Incorporated, dated May 22, 2000, which is filed as Exhibit
5.1 hereto and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
5.1 Statement of MEDIQ Incorporated, dated as of May 22, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MEDIQ INCORPORATED
By: /S/ Kenneth K. Kreider
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Name: Kenneth K. Kreider
Title: Senior Vice President and Chief Financial Officer
Dated: May 22, 2000
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EXHIBIT INDEX
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Exhibit No. Document Page
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5.1 Statement of MEDIQ Incorporated, dated as of May 22, 2000 5
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Statement of MEDIQ Incorporated, dated May 22, 2000
Delays in Completing Audit for Fiscal 1999 and Filing of Annual Report for
Fiscal 1999 and Quarterly Reports for First and Second Quarters of Fiscal 2000
On January 13, 2000, we reported on Form 8-K (the "January 8K") that as a result
of unforeseen delays in the collection and review of information and documents
necessary to complete our year-end audit for the fiscal year ending on September
30, 1999, we were unable to file our annual report on Form 10-K on a timely
basis. We encountered such delays when our outside auditors informed our Audit
Committee that they were concerned with our treatment of certain items and
whether they had received all material information pertinent to the 1999 audit.
On February 15, 2000, we reported on Form 8-K (the "February 8K") that as a
result of delays in completing our September 30, 1999 financial statements, we
were unable to file our quarterly report for the first quarter of fiscal 2000.
On May 16, 2000, we requested an extension for the filing of our second quarter
report for fiscal 2000 with the SEC because we had not yet filed our annual
report for fiscal 1999 and our first quarter report for fiscal 2000. As a result
of continued delays in completing these reports, we will not file our second
quarter report for fiscal 2000 within the extended time period that ends today.
Our ability to make this filing depends upon the completion of the annual report
for fiscal 1999 and first quarter report for fiscal 2000.
As reported in the January 8k and the February 8K, our ability to file our
annual and quarterly reports and to restate our financial statements for earlier
periods to the extent necessary depends upon our ability to (1) complete an
independent investigation into accounting issues and identify appropriate
remedial action, in each case to the satisfaction of our Audit Committee, (2)
finalize our September 30, 1999 financial statements and (3) obtain the report
of our outside auditors as to such financial statements.
On May 5, 2000, we reported on Form 8-K that we completed the independent
investigation referred to in the preceding paragraph to the satisfaction of our
Audit Committee and, we are hopeful, to our auditors. We further reported that
we hope to (1) finalize our year-end and restated financial statements for
earlier periods to the extent necessary in the near future, (2) have our outside
auditors complete the 1999 audit expediently and issue their report as to our
year-end financials, and (3) file our annual and quarterly reports in the near
future. There can be no assurances, however, that our outside auditors will
complete their audit and issue their report.
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This filing contains forward-looking statements that are made pursuant to the
safe harbor provisions of the Securities Litigation Reform Act of 1995, each of
which involves risks and uncertainties that may affect our business and
prospects. Such forward-looking statements include, without limitation, our
ability to file our annual report within the time frame discussed above.
Investors should consult the Corporation's ongoing interim and quarterly filings
and annual reports for additional information on risks and uncertainties
relating to forward-looking statements. Investors are cautioned not to rely on
these forward-looking statements. We do not undertake to update these
forward-looking statements.
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